-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FYi0pJpE+mk6kUj5CaCQDQeSRoLoO42hV2FfYt5J62y/al/z8qg7nwEwzAjfGDbL LVltNC+dZ9pJNIyohrmILg== 0000934614-00-000019.txt : 20000203 0000934614-00-000019.hdr.sgml : 20000203 ACCESSION NUMBER: 0000934614-00-000019 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000125 GROUP MEMBERS: INFOTECH VENTURES LIMITED GROUP MEMBERS: INFOTECH VENTURES LTD GROUP MEMBERS: SEED VENTURES II LIMITED GROUP MEMBERS: SEED VENTURES MANAGEMENT PTE LTD. GROUP MEMBERS: WALDEN INTERNATIONAL INVESTMENT GROUP (S) PTE LTD. GROUP MEMBERS: WIIG GLOBAL VENTURES PTE LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LANGUAGEWARE NET CO LTD CENTRAL INDEX KEY: 0000945321 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-50283 FILM NUMBER: 512235 BUSINESS ADDRESS: STREET 1: 28 PIERRE KOENIG ST CITY: JERUSALEM 91530 ISRA STATE: L3 FORMER COMPANY: FORMER CONFORMED NAME: ACCENT SOFTWARE INTERNATIONAL LTD DATE OF NAME CHANGE: 19950526 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INFOTECH VENTURES LTD CENTRAL INDEX KEY: 0001104143 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 396 ALEXANDRA RD #16-03 STREET 2: BP TOWER CITY: SINGAPORE 119954 MAIL ADDRESS: STREET 1: 396 ALEXANDRA RD #16-03 STREET 2: BP TOWER CITY: SINGAPORE 119954 SC 13G 1 LANGUAGEWARE.NET (COMPANY) LTD. SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* LanguageWare.net (Company) Ltd. (Name of Issuer) Ordinary Shares, NIS .01 nominal value per share (Title of Class of Securities) MO1575105 (CUSIP Number) January 14, 2000 (Dave of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 12 Pages SCHEDULE 13G CUSIP No. MO1575105 Page 2 of 12 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) InfoTech Ventures Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Singapore NUMBER OF 5 SOLE VOTING POWER SHARES None BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 2,939,109 EACH 7 SOLE DISPOSITIVE POWER REPORTING None PERSON 8 SHARED DISPOSITIVE POWER WITH 2,939,109 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,939,109 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.4% 12 TYPE OF REPORTING PERSON * CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. MO157505 Page 3 of 12 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) WIIG Global Ventures Pte Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Singapore NUMBER OF 5 SOLE VOTING POWER SHARES None BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 2,086,376 EACH 7 SOLE DISPOSITIVE POWER REPORTING None PERSON 8 SHARED DISPOSITIVE POWER WITH 2,086,376 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,086,376 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.1% 12 TYPE OF REPORTING PERSON * CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. MO1575105 Page 4 of 12 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Seed Ventures II Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Singapore NUMBER OF 5 SOLE VOTING POWER SHARES None BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 2,939,109 EACH 7 SOLE DISPOSITIVE POWER REPORTING None PERSON 8 SHARED DISPOSITIVE POWER WITH 2,939,109 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,939,109 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.4% 12 TYPE OF REPORTING PERSON * CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. MO157505 Page 5 of 12 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Seed Ventures Management Pte Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Singapore NUMBER OF 5 SOLE VOTING POWER SHARES None BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 7,964,594 EACH 7 SOLE DISPOSITIVE POWER REPORTING None PERSON 8 SHARED DISPOSITIVE POWER WITH 7,964,594 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,964,594 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.7% 12 TYPE OF REPORTING PERSON * CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. MO157505 Page 6 of 12 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Walden International Investment Group (S) Pte Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Singapore NUMBER OF 5 SOLE VOTING POWER SHARES None BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 7,964,594 EACH 7 SOLE DISPOSITIVE POWER REPORTING None PERSON 8 SHARED DISPOSITIVE POWER WITH 7,964,594 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,964,594 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.7% 12 TYPE OF REPORTING PERSON * CO *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1(A). NAME OF ISSUER LanguageWare.net (Company) Ltd. (the "Issuer") ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 28 Pierre Koenig Street Jerusalem 91530 Israel ITEM 2(A). NAME OF PERSONS FILING InfoTech Ventures Limited ("IVL") WIIG Global Ventures Pte Ltd. ("WIIG") Seed Ventures II Limited ("Seed") Seed Ventures Management Pte Ltd. ("Seed Management") Walden International Investment Group (S) Pte Ltd. ("Walden") IVL, WIIG, Seed, Seed Management and Walden are filing this Statement on Schedule 13G jointly pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended (the "Act"). Attached to this Statement as Exhibit A is the Joint Filing Agreement of IVL, WIIG and Walden pursuant to Rule 13d-1(k)(1)(iii) of the Act. ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICES OR, IF NONE, RESIDENCE The principal business office of each of IVL, WIIG, Seed, Seed Management and Walden is located at: 396 Alexandra Road #16-03 BP Tower Singapore 119954 ITEM 2(C). CITIZENSHIP IVL-Singapore WIIG-Singapore Seed-Singapore Seed Management-Singapore Walden-Singapore ITEM 2(D). TITLE OF CLASS OF SECURITIES Ordinary Shares, NIS .01 nominal value per share (the "Shares") ITEM 2(E). CUSIP NUMBER MO157505 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: Page 7of 12 Pages (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act; (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act; (c) [ ] Insurance company defined in Section 3(a)(19) of the Exchange Act; (d) [ ] Investment company registered under Section 8 of the Investment Company Act; (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d- 1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [X] ITEM 4. OWNERSHIP (a) Amount Beneficially Owned Walden is the investment manager of IVL and WIIG. Seed Management is the investment manager of Seed. Walden and Seed Management share common directors and management pursuant to which Walden and Seed Management exercise joint voting and investment power over the securities of the Issuer beneficially owned by IVL, WIIG and Seed. Walden and Seed Management may be deemed to share with IVL, WIIG and Seed the power to vote or direct the vote and to dispose or direct the disposition of the 7,964,594 Shares of which IVL, WIIG and Seed are direct beneficial owners as of January 14, 2000. Included in the 7,964,594 Shares beneficially owned by Walden and Seed Management are 588,649 Shares, 418,447 Shares and 588,649 Shares which, respectively, IVL, WIIG and Seed have the right to acquire direct beneficial ownership within 60 days of January 14, 2000. (b) Percent of Class As determined pursuant to Rule 13d-3 of the Act: (i) Walden and Seed Management may each be deemed to be the beneficial owner of an aggregate of 7,964,594 Shares, which constitute approximately 11.7% of the outstanding Shares; (ii) IVL may be deemed to be the beneficial owner of 2,939,109 Shares, which constitute approximately 4.4% of the outstanding Shares; (iii) WIIG may be deemed to be the beneficial owner of 2,086,376 Shares, which constitute approximately 3.1% of the outstanding Shares; and (iv) Seed may be deemed to be the beneficial owner of 2,939,109 Shares, which constitute approximately 4.4% of the outstanding Shares. According to the Issuer, 66,314,109 Shares were outstanding as of January 14, 2000. (c) Number of shares as to which such person has: (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE Page 8 of 12 Pages IVL-None WIIG-None Seed-None Seed Management-None Walden-None (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE IVL-2,939,109 WIIG-2,086,376 Seed-2,939,109 Seed Management-7,964,594 Walden-7,964,594 (iii)SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF IVL-None WIIG-None Seed-None Seed Management-None Walden-None (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF IVL-2,939,109 WIIG-2,086,376 Seed-2,939,109 Seed Management-7,964,594 Walden-7,964,594 ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not Applicable ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not Applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not Applicable Page 9 of 12 Pages ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not Applicable ITEM 10. CERTIFICATIONS By signing below each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 10 of 12 Pages SIGNATURES After reasonable inquiry and to the best of each of the undersigned's respective knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: January 24, 2000 InfoTech Ventures Limited By: /s/ Loo Hock Voon Name: Loo Hock Voon Title: Authorised Signatory WIIG Global Ventures Ltd. By: /s/ Loo Hock Voon Name: Loo Hock Voon Title: Authorised Signatory Seed Ventures II Limited By: /s/ Loo Hock Voon Name: Loo Hock Voon Title: Authorised Signatory Seed Ventures Management Pte Ltd. By: /s/ Loo Hock Voon Name: Loo Hock Voon Title: Authorised Signatory Walden International Investment Group (S) Pte Ltd. By: /s/ Loo Hock Voon Name: Loo Hock Voon Title: Authorised Signatory Page 11 of 12 Pages EXHIBIT A AGREEMENT The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G and any future amendments thereto reporting each of the undersigned's ownership of securities of LanguageWare.Net (Company) Ltd. and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned. Date: January 24, 2000 InfoTech Ventures Limited By: /s/ Loo Hock Voon Name: Loo Hock Voon Title: Authorised Signatory WIIG Global Ventures Ltd. By: /s/ Loo Hock Voon Name: Loo Hock Voon Title: Authorised Signatory Seed Ventures II Limited By: /s/ Loo Hock Voon Name: Loo Hock Voon Title: Authorised Signatory Seed Ventures Management Pte Ltd. By: /s/ Loo Hock Voon Name: Loo Hock Voon Title: Authorised Signatory Walden International Investment Group (S) Pte Ltd. By: /s/ Loo Hock Voon Name: Loo Hock Voon Title: Authorised Signatory Page 12 of 12 Pages -----END PRIVACY-ENHANCED MESSAGE-----